Poly Medicure MD, chairman and AGM

• Approval for amendment to the ESOP Scheme, 2020 for the employees of the company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund

  • Angel One Mutual FundInadequate disclosures on Exercise Price, Vesting Period and Exercise Period.Scheme document not disclosed on website. Transparency Concern: No clarity whether the proposed approval is only for amendment in the scheme or also includes extension of scheme benefits to the employees of subsidiary, associates and holding companies. Governance concern: Scheme benefit extended to Group Companies without compelling reasons and no affirmation on cost reimbursement provision.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundOriginal Scheme Non-Compliant with SEBI SBEB Regulations: Inadequate disclosures on Exercise Price, Vesting Period and Exercise Period. Non-Compliant with SEBI LODR: Scheme document not disclosed on website. Transparency Concern: No clarity whether the proposed approval is only for amendment in the scheme or also includes extension of scheme benefits to the employees of subsidiary, associates and holding companies. Governance concern: Scheme benefit extended to Group Companies without compelling reasons and no affirmation on cost reimbursement provision.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The proposal includes grant of units to employees of associate and holding companies without a compelling rationale.
  • Nippon India Mutual FundTransparency concern: No adequate disclosure
  • quant Mutual FundRelated to the amendment to the company’s ESOP scheme. Inadequate disclosures on exercise price, vesting period and exercise period. The company is combining the amendment to the ESOP scheme and extension of benefits, which is non-compliant. Hence, we are voting against the resolution.

  11 for9 against
• Regularization of appointment of Shri Vishal Baid (DIN:00232727) as Executive Director on Board for the period of five year

  20 for0 against
• Approval of Remuneration for the appointment of Shri Vishal Baid (DIN:00232727) as Executive Director on Board

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance Concern: The Company has not placed an absolute cap on variable pay, rather the same is relatively capped with net profits at 3%. Thus, in case of exceptional profits, variable pay may increase significantly.
  • Axis Mutual FundVishal Baid, 50, is part of the promoter family and previously served as Senior President (Corporate Sales and Marketing), Poly Medicure Ltd. We estimate his fixed pay at Rs. 44.8 mn per annum. He is eligible for a commission of upto 3% of net profits. In the absence of an absolute cap on commission, we are unable to estimate his total remuneration. He is also eligible for reimbursement of travel/ boarding/ lodging expenses for spouses/ attendants on business trips, and medical assistance for family. We believe these are personal expenses and must be borne by the director. We also raise concern that the aggregate remuneration to the promoter group is high and not commensurate with the size of operations. In FY25, when Vishal Baid held an office of profit, the total pay to family ~Rs. 478.5 mn, representing 10.6% of consolidated PBT. Following Vishal Baid’s appointment to the board and increase in his pay, the overall remuneration is likely to rise further. The company must clarify how the Nomination and Remuneration Committee has benchmarked the remuneration with peers of similar size. Further, the company must also disclose performance metrics that determine variable pay. Given these concerns, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: The Company has not placed an absolute cap on variable pay, rather the same is relatively capped with net profits at 3%. Thus, in case of exceptional profits, variable pay may increase significantly.
  • Bank of India Mutual FundVishal Baid, 50, is part of the promoter family and previously served as Senior President (Corporate Sales and Marketing), Poly Medicure Ltd.We estimate his fixed pay at Rs. 44.8 mn per annum. He is eligible for a commission of upto 3% of net profits. In the absence of an absolute cap on commission, we are unable to estimate his total remuneration. He is also eligible for reimbursement of travel/ boarding/ lodging expenses for spouses/ attendants on business trips, and medical assistance for family. We believe these are personal expenses and must be borne by the director. We also raise concern that the aggregate remuneration to the promoter group is high and not commensurate with the size of operations. In FY25, when Vishal Baid held an office of profit, the total pay to family ~Rs. 478.5 mn, representing 10.6% of consolidated PBT. Following Vishal Baid’s appointment to the board and increase in his pay, the overall remuneration is likely to rise further. The company must clarify how the Nomination and Remuneration Committee has benchmarked the remuneration with peers of similar size. Further, the company must also disclose performance metrics that determine variable pay. Given these concerns, we do not support the resolution.
  • HDFC Mutual FundMr. Vishal Baid, 50, is part of the promoter family and previously served as Senior President (Corporate Sales and Marketing), Poly Medicure Ltd. His proposed remuneration is high considering the size of the business. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration:• There is no absolute monetary cap on the commission element. Further, there are no disclosures on the threshold and target performance that they need to achieve to determine the commission element.• The proposed pay is deemed higher than the remuneration of executive directors at peer companies.
  • ICICI Prudential Mutual FundVishal Baid, 50, is part of the promoter family and previously served as Senior President (Corporate Sales and Marketing), Poly Medicure Ltd. In the absence of an absolute cap on commission, it is difficult to estimate his total remuneration. Also the aggregate remuneration to the promoter group is high and not commensurate with the size of operations. In FY2025, when Vishal Baid held an office of profit, the total pay to family was high ~10.6% of consolidated PBT. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundVishal Baid, 50, is part of the promoter family and previously served as Senior President (Corporate Sales and Marketing), Poly Medicure Ltd.We estimate his fixed pay at Rs. 44.8 mn per annum. He is eligible for a commission of upto 3% of net profits. In the absence of an absolute cap on commission, we are unable to estimate his total remuneration. He is also eligible for reimbursement of travel/ boarding/ lodging expenses for spouses/ attendants on business trips, and medical assistance for family. We believe these are personal expenses and must be borne by the director. We also raise concern that the aggregate remuneration to the promoter group is high and not commensurate with the size of operations. In FY25, when Vishal Baid held an office of profit, the total pay to family ~Rs. 478.5 mn, representing 10.6% of consolidated PBT. Following Vishal Baid’s appointment to the board and increase in his pay, the overall remuneration is likely to rise further. The company must clarify how the Nomination and Remuneration Committee has benchmarked the remuneration with peers of similar size. Further, the company must also disclose performance metrics that determine variable pay. Given these concerns, we do not support the resolution. This is in line with our ESG framework.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: The Company has not placed an absolute cap on variable pay, rather the same is relatively capped with net profits
  • Tata Mutual FundWe do not support personal expenses for self and family to be borne by the company. We do not support the resolution.
  • UTI Mutual FundVishal Baid, 50, is part of the promoter family and previously served as Senior President (Corporate Sales and Marketing), Poly Medicure Ltd.We estimate his fixed pay at Rs. 44.8 mn per annum. He is eligible for a commission of upto 3% of net profits. The aggregate remuneration to the promoter group is high and not commensurate with the size of operations. We do not support the resolution.

  4 for16 against
• Approval for appointment of Secretarial Auditor of the company for the Financial Year from 2025-2026 to 2029-2030

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, quant Mutual Fund

  • Angel One Mutual FundAppointment proposed through Postal Ballot and not in Annual General Meeting.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual FundNon-Compliant with Regulation 24A of SEBI LODR: Appointment proposed through Postal Ballot and not in AGM.
  • quant Mutual FundRelated to the appointment of Secretarial Auditor for the next five years. Non-Compliant with Regulation 24A of SEBI LODR: Appointment proposed through Postal Ballot and not in AGM.

  12 for8 against

• TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. VISHAL GUPTA (DIN: 00097939) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

  18 for0 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt n• the Audited Standalone Financial Statement for the Financial Year ended 31st March, 2024 together with the reports of the Board of Directors and Auditors thereon; and n• the Audited Consolidated Financial Statements for the Financial Year ended 31st March, 2024 together with the report of Auditors thereon.MoreLess

  16 for0 against
• To declare dividend on Equity Shares for financial year 2023-24.

  16 for0 against
• To appoint a director in place of Mr. Alessandro Balboni who retires by rotation and being eligible, offer himself for re-appointment.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundAppointment compliant with law. Governance & Transparency concern: Underlying non-compliance regarding payment to the director.
  • Motilal Oswal Mutual FundUnderlying non-compliance regarding payment to the director.

  12 for4 against
• To appoint Auditor and to fix their remuneration.

  3 for0 against
• To re-appoint Mr. Devendra Raj Mehta as Non-Executive Non- Independent Director.

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Cooling off period of 1 year not served after completion of term as ID, appointment as NED raises question over his independence as ex-ID.
  • Edelweiss Mutual FundCooling off period of 1 year not served after completion of term as ID, appointment as NED raises question over his independence as ex-ID.
  • HSBC Mutual FundA vote AGAINST the nominee is warranted as we have concerns about the lack of independence of the Audit Committee Chair.
  • Motilal Oswal Mutual FundCooling off period not served.

  10 for6 against
• To re-appoint Shri Himanshu Baid as the Managing Director

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundHimanshu Baid, 56, is part of the promoter family and Managing Director of Poly Medicure Limited. He received Rs. 171.8 mn as remuneration in FY24, which was 509x of median employee remuneration. We estimate his FY25 remuneration at Rs. 211.4 mn. While we support his reappointment on the board, we do not support the resolution as the estimated remuneration is high for the size and complexity of the business and not in line with peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his aggregate remuneration in absolute terms. Further, in FY24, total promoter remuneration was Rs. 338.6 mn, which is high at 9.8% of FY24 PBT. Additionally, he is eligible for uncapped medical reimbursements for himself and his family. We believe these expenses are personal in nature and should be borne by the directors themselves. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundNo concern on merit of the proposed appointees. Remuneration terms non-compliant with SEBI LODR: Proposed remuneration not in accordance with the law. Governance concern: No absolute cap on variable pay. Excessive remuneration. Similar remuneration to EDs.
  • Edelweiss Mutual FundNo absolute cap on variable pay. Excessive remuneration. Similar remuneration to EDs.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST the resolution is warranted in view of the following concerns in the executive's remuneration: • The quantum of the commission arrangement is excessive and considered open-ended as there is no absolute monetary cap on the element. Further there are no disclosures on the threshold and target performance that he needs to achieve to determine the incentive. • The company has failed to provide the split of salary, perquisites, and other components in their fixed remuneration. • Past pay of the executive as a percentage of net profit of the company is deemed high. Further, their FY2024 pay in times the median remuneration is excessive. • The proposed pay is deemed higher than the remuneration of executive directors at peer companies.
  • ICICI Prudential Mutual FundHimanshu Baid, 56, is part of the promoter family and Managing Director of Poly Medicure Limited. He received `171.8 million as remuneration in FY2024, which was 509x of median employee remuneration. The estimated remuneration is high for the size and complexity of the business. While a large portion of his remuneration is variable and linked to company profitability. Further, in FY2024, total promoter remuneration was `338.6 million, which is high at 9.8% of FY2024 PBT. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundHimanshu Baid, 56, is part of the promoter family and Managing Director of Poly Medicure Limited. He received Rs. 171.8 mn as remuneration in FY24, which was 509x of median employee remuneration. We estimate his FY25 remuneration at Rs. 211.4 mn. While we support his reappointment on the board, we do not support the resolution as the estimated remuneration is high for the size and complexity of the business and not in line with peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his aggregate remuneration in absolute terms. Further, in FY24, total promoter remuneration was Rs. 338.6 mn, which is high at 9.8% of FY24 PBT. Additionally, he is eligible for uncapped medical reimbursements for himself and his family. We believe these expenses are personal in nature and should be borne by the directors themselves. We do not support the resolution. This is in line with our ESG framework
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundProposed remuneration not in accordance with the law. No absolute cap on variable pay. Excessive remuneration. Similar remuneration to EDs.

  4 for12 against
• To re-appoint Shri Rishi Baid as the Joint Managing Director.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundRishi Baid, 52, is part of the promoter family and Joint Managing Director of Poly Medicure Limited. He received Rs. 166.8 mn as remuneration in FY24, which was 494x of median employee remuneration. We estimate his FY25 remuneration at Rs. 209.8 mn. While we support his reappointment on the board, we do not support the resolution as the estimated remuneration is high for the size and complexity of the business and not in line with peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his aggregate remuneration in absolute terms. Further, in FY24, total promoter remuneration was Rs. 338.6 mn, which is high at 9.8% of FY24 PBT. Additionally, he is eligible for uncapped medical reimbursements for himself and his family. We believe these expenses are personal in nature and should be borne by the directors themselves. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundNo concern on merit of the proposed appointees. Remuneration terms non-compliant with SEBI LODR: Proposed remuneration not in accordance with the law. Governance concern: No absolute cap on variable pay. Excessive remuneration. Similar remuneration to EDs.
  • Edelweiss Mutual FundNo absolute cap on variable pay. Excessive remuneration. Similar remuneration to EDs.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST the resolution is warranted in view of the following concerns in the executive's remuneration: • The quantum of the commission arrangement is excessive and considered open-ended as there is no absolute monetary cap on the element. Further there are no disclosures on the threshold and target performance that he needs to achieve to determine the incentive. • The company has failed to provide the split of salary, perquisites, and other components in their fixed remuneration. • Past pay of the executive as a percentage of net profit of the company is deemed high. Further, their FY2024 pay in times the median remuneration is excessive. • The proposed pay is deemed higher than the remuneration of executive directors at peer companies.
  • ICICI Prudential Mutual FundRishi Baid, 52, is part of the promoter family and Joint Managing Director of Poly Medicure Limited. He received `166.8 million as remuneration in FY2024, which was 494x of median employee remuneration. The estimated remuneration is high for the size and complexity of the business. While a large portion of his remuneration is variable and linked to company profitability. Further, in FY2024, total promoter remuneration was `338.6 million, which is high at 9.8% of FY2024 PBT. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundRishi Baid, 52, is part of the promoter family and Joint Managing Director of Poly Medicure Limited. He received Rs. 166.8 mn as remuneration in FY24, which was 494x of median employee remuneration. We estimate his FY25 remuneration at Rs. 209.8 mn. While we support his reappointment on the board, we do not support the resolution as the estimated remuneration is high for the size and complexity of the business and not in line with peers. While a large portion of his remuneration is variable and linked to company profitability, there is no absolute cap on the remuneration: therefore, as profitability increases, remuneration may be much higher over his tenure. The company must cap his aggregate remuneration in absolute terms. Further, in FY24, total promoter remuneration was Rs. 338.6 mn, which is high at 9.8% of FY24 PBT. Additionally, he is eligible for uncapped medical reimbursements for himself and his family. We believe these expenses are personal in nature and should be borne by the directors themselves. We do not support the resolution This is in line with our ESG framework
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Motilal Oswal Mutual FundProposed remuneration not in accordance with the law. No absolute cap on variable pay. Excessive remuneration. Similar remuneration to EDs.

  4 for12 against
• To appoint Mr. Vimal Bhandari as Non-Executive and Independent Director.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundVimal Bhandari, 66, is Executive Vice Chairperson and CEO of Arka Fincap Limited. Before that, he was Managing Director and CFO of IndoStar Capital Finance Limited. In the past he has been Country Head of AEGON N.V., the Dutch life insurance and pension company, and Executive Director of IL&FS Limited. He is Independent Director on the board of five listed companies (including Poly Medicure Limited). While his appointment meets statutory requirements, we believe that, as Executive Vice Chairperson and CEO of Arka Fincap Limited, his responsibilities are equivalent to a whole-time directorship. Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Vimal Bhandari’s high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support the resolution.
  • Bank of India Mutual FundVimal Bhandari, 66, is Executive Vice Chairperson and CEO of Arka Fincap Limited. Before that, he was Managing Director and CFO of IndoStar Capital Finance Limited. In the past he has been Country Head of AEGON N.V., the Dutch life insurance and pension company, and Executive Director of IL&FS Limited. He is Independent Director on the board of five listed companies (including Poly Medicure Limited).While his appointment meets statutory requirements, we believe that, as Executive Vice Chairperson and CEO of Arka Fincap Limited, his responsibilities are equivalent to a whole-time directorship. Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Vimal Bhandari’s high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support the resolution.
  • Invesco Mutual FundVimal Bhandari, 66, is Executive Vice Chairperson and CEO of Arka Fincap Limited. Before that, he was Managing Director and CFO of IndoStar Capital Finance Limited. In the past he has been Country Head of AEGON N.V., the Dutch life insurance and pension company, and Executive Director of IL&FS Limited. He is Independent Director on the board of five listed companies (including Poly Medicure Limited). While his appointment meets statutory requirements, we believe that, as Executive Vice Chairperson and CEO of Arka Fincap Limited, his responsibilities are equivalent to a whole-time directorship. Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Vimal Bhandari’s high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support the resolution This is in line with our ESG framework
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  12 for4 against
• To approve Mrs. Mukulika Baid to continue to hold office as Non-Executive Non-Independent Director who is attaining age of 75 (seventy-five) Years. n

  16 for0 against
• To approve adoption of amended and restated Articles of Association of the Company.

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Provision for appointment of Alternate Director. Undermining role of NRC.
  • Edelweiss Mutual FundProvision for appointment of Alternate Director. Undermining role of NRC.
  • Motilal Oswal Mutual FundProvision for appointment of Alternate Director; Undermining the role of NRC.

  11 for5 against
• To appoint Shri Arham Baid as Senior Manager, Corporate Strategy.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundArham Baid’s FY24 compensation as Manager, Corporate Strategy aggregated Rs. 9.4 mn. The company proposes to appoint him as Senior Manager, Corporate Strategy. Based on the proposed terms, we estimate his annual pay at Rs. 11.6 mn. He will be responsible for the development of Cardiology and Critical care Business, which are new verticals of the company. Public sources suggest that he graduated in 2021. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. The remuneration is uncapped and there is no tenure defined: therefore, the resolution is effectively perpetual in nature. We also raise concern over there being four promoter family members on the board four and four family members in office of profit positions. We discourage having several promoter family members holding executive positions as we believe this limits the company’s ability to attract the right professional talent. Further, in FY24, the overall compensation to family was high at 11.3% of consolidated PBT. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Transparency concern: Profile of the appointee lacks adequate information. Unable to determine fairness of the selection process at the Company.
  • Edelweiss Mutual Fund, Motilal Oswal Mutual FundProfile of the appointee lacks adequate information. Unable to determine fairness of the selection process at the Company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns:• The approval will be valid till perpetuity and shareholders will not get to review the payments in the future
  • Invesco Mutual FundArham Baid’s FY24 compensation as Manager, Corporate Strategy aggregated Rs. 9.4 mn. The company proposes to appoint him as Senior Manager, Corporate Strategy. Based on the proposed terms, we estimate his annual pay at Rs. 11.6 mn. He will be responsible for the development of Cardiology and Critical care Business, which are new verticals of the company. Public sources suggest that he graduated in 2021. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. The remuneration is uncapped and there is no tenure defined: therefore, the resolution is effectively perpetual in nature. We also raise concern over there being four promoter family members on the board four and four family members in office of profit positions. We discourage having several promoter family members holding executive positions as we believe this limits the company’s ability to attract the right professional talent. Further, in FY24, the overall compensation to family was high at 11.3% of consolidated PBT. We do not support the resolution. This is in line with our ESG framework
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  5 for11 against
• To appoint Shri Aaryaman Baid as Senior Manager, Corporate Strategy.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundAaryaman Baid’s FY24 compensation as Manager, Corporate Strategy aggregated Rs. 9.4 mn. The company proposes to appoint him as Senior Manager, Corporate Strategy. Based on the proposed terms, we estimate his annual pay at Rs. 11.6 mn. He will be responsible for USA business development, supply chain, Investments in new business and overall corporate strategy. He is also responsible for the development of key relationships in North and South America and responsible for FDA approvals of the products of the Company, in the USA. Public sources suggest that he graduated in 2021. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. The remuneration is uncapped and there is no tenure defined: therefore, the resolution is effectively perpetual in nature. We also raise concerns over there being four promoter family members on the board four and four family members in office of profit positions. We discourage having several promoter family members holding executive positions as we believe this limits the company’s ability to attract the right professional talent. Further, in FY24, the overall compensation to family was high at 11.3% of consolidated PBT. We do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Transparency concern: Profile of the appointee lacks adequate information. Unable to determine fairness of the selection process at the Company.
  • Edelweiss Mutual Fund, Motilal Oswal Mutual FundProfile of the appointee lacks adequate information. Unable to determine fairness of the selection process at the Company.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The approval will be valid till perpetuity and shareholders will not get to review the payments in the future.
  • ICICI Prudential Mutual FundAaryaman Baid’s FY2024 compensation as Manager, Corporate Strategy aggregated `9.4 million. The company proposes to appoint him as Senior Manager, Corporate Strategy. He will be responsible for USA business development, supply chain, Investments in new business and overall corporate strategy. He is also responsible for the development of key relationships in North and South America and responsible for FDA approvals of the products of the Company, in the USA. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. The remuneration is uncapped and there is no tenure defined. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundAaryaman Baid’s FY24 compensation as Manager, Corporate Strategy aggregated Rs. 9.4 mn. The company proposes to appoint him as Senior Manager, Corporate Strategy. Based on the proposed terms, we estimate his annual pay at Rs. 11.6 mn. He will be responsible for USA business development, supply chain, Investments in new business and overall corporate strategy. He is also responsible for the development of key relationships in North and South America and responsible for FDA approvals of the products of the Company, in the USA. Public sources suggest that he graduated in 2021. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. The remuneration is uncapped and there is no tenure defined: therefore, the resolution is effectively perpetual in nature. We also raise concerns over there being four promoter family members on the board four and four family members in office of profit positions. We discourage having several promoter family members holding executive positions as we believe this limits the company’s ability to attract the right professional talent. Further, in FY24, the overall compensation to family was high at 11.3% of consolidated PBT. We do not support the resolution This is in line with our ESG framework
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  4 for12 against
• To approve payment of remuneration to Non-Executive Directors.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual FundThe company received approval for payment of commission up to 1% of net profits capped at Rs. 1.2 mn per annum in aggregate at the 2022 AGM. In the past five years, the commission paid to Non-Executive Directors has averaged at 0.4% of standalone PBT. The company now seeks to revise commission to Rs. 1.8 mn per director per annum, not exceeding 1% of net profits of the company, to its non-executive directors from 1 April 2024. The proposed commission to non-executive directors is reasonable. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Invesco Mutual FundThe company received approval for payment of commission up to 1% of net profits capped at Rs. 1.2 mn per annum in aggregate at the 2022 AGM. In the past five years, the commission paid to Non-Executive Directors has averaged at 0.4% of standalone PBT. The company now seeks to revise commission to Rs. 1.8 mn per director per annum, not exceeding 1% of net profits of the company, to its non-executive directors from 1 April 2024. The proposed commission to non-executive directors is reasonable. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution. This is in line with our ESG framework
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  12 for4 against
• To Ratification of Remuneration to M/s. Jai Prakash & Company, Cost Accountants appointed as Cost Auditors of the Company for the Financial Year 2024-25.

  16 for0 against

• Approval For raising of Funds by issuance of equity shares through Qualified Institutions Placement(s).

  14 for0 against
• Appointment of Shri Dhruv Baid as Senior Manager, International Business Development.

  ›Against Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundNon-compliance with Companies Act, 2013: Prior approval not sought. Governance & Transparency Concern: Inadequate disclosures regarding the basis of arriving at the proposed pay. Fairness cannot be ascertained.
  • Bank of India Mutual FundDhruv Baid is the son of promoter and MD: Himanshu Baid. His FY24 compensation as Manager, International Business Development aggregated Rs. 9.8 mn. The company proposes to appoint him as Senior Manager, International Business Development and based on the proposed terms, we estimate his annual pay at Rs. 20.4 mn. He will be based in UK to manage company’s Europe operations. Public sources suggest that he graduated in 2017 and completed a Master’s in Product Design in 2019. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. We also raise concerns over there being four promoter family members on the board four and four family members in office of profit positions. We discourage having several promoter family members holding executive positions as we believe this limits the company’s ability to attract the right professional talent. Further, the overall compensation to family is high at 11.3% of consolidated PBT (FY24). We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • The company has not disclosed relevant information regarding the age and experience of the nominee. • There is insufficient justification for the proposed remuneration, which is higher than the remuneration paid to the CFO of the company.
  • ICICI Prudential Mutual FundMr. Dhruv Baid is the son of promoter and MD: Himanshu Baid. His FY2024 compensation as Manager, International Business Development aggregated Rs. 9.8 million. The company proposes to appoint him as Senior Manager, International Business Development. He will be based in UK to manage company’s Europe operations. There is lack of clarity on how the company has benchmarked his experience and remuneration. Further, the overall compensation to family is high. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundDhruv Baid is the son of promoter and MD: Himanshu Baid. His FY24 compensation as Manager, International Business Development aggregated Rs. 9.8 mn. The company proposes to appoint him as Senior Manager, International Business Development and based on the proposed terms, we estimate his annual pay at Rs. 20.4 mn. He will be based in UK to manage company’s Europe operations.Public sources suggest that he graduated in 2017 and completed a Master’s in Product Design in 2019. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. We also raise concerns over there being four promoter family members on the board four and four family members in office of profit positions. We discourage having several promoter family members holding executive positions as we believe this limits the company’s ability to attract the right professional talent. Further, the overall compensation to family is high at 11.3% of consolidated PBT (FY24). We do not support the resolution. This is in line with our ESG framework
  • SBI Mutual FundDhruv Baid is the son of promoter and MD: Himanshu Baid. His FY24 compensation as Manager, International Business Development aggregated Rs. 9.8 mn. The company proposes to appoint him as Senior Manager, International Business Development and based on the proposed terms, we estimate his annual pay at Rs. 20.4 mn. He will be based in UK to manage company’s Europe operations. Public sources suggest that he graduated in 2017 and completed a Master’s in Product Design in 2019. There is lack of clarity on how the company has benchmarked his experience and remuneration with those in his proposed designation or cadre. rther, the overall compensation to family is high at 11.3% of consolidated PBT (FY24). We do not support the resolution.

  5 for9 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the Audited Standalone Financial Statement for the Financial Year ended 31st MARCH, 2023 together with the reports of the Board of Directors and Auditors thereon; and the Audited Consolidated Financial Statements for the Financial year ended 31st March, 2023 together with the report of Auditors thereon.MoreLess

  7 for0 against
• To declare Dividend on Equity Shares for the Financial Year 2022-23.

  7 for0 against
• To appoint a director in place of Mrs. Mukulika Baid (DIN:02900103) who retires by rotation and being eligible to offer herself for re-appointment.

  7 for0 against
• Ratification of Remuneration to M/s. Jai Prakash & Company, Cost Accountants appointed as Cost Auditors of the Company for the Financial Year 2023-24

  7 for0 against

• To receive, consider and adopt n• the Audited Standalone Financial Statement for the Financial Year ended 31st March, 2022 together with the reports of the Board of Directors and Auditors thereon; and n• the Audited Consolidated Financial Statements for the Financial Year ended 31st March, 2022 together with the report of Auditors thereon.nMoreLess

  4 for0 against
• To declare dividend on Equity Shares for financial year 2021-22

  4 for0 against
• To appoint a Director in place of Mr. Jugal Kishore Baid(DIN:00077347) who retires by rotation and being eligible offers himself for re-appointment.nn

  4 for0 against
• Appointment of Dr. Ambrish Mithal (DIN: 0009618459) as an Independent Director of the Company

  4 for0 against
• Appointment of Mr. Jugal Kishore Baid (DIN: 00077347), who has attained the age of 75 years to continue as Non-Executive Director of the Company.nn

  4 for0 against
• Re-appointment of Mr. Vishal Baid as Sr. President (Sales & Marketing).

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundSkewness in favour of Promoter related KMPs

  3 for1 against
• Approval for payment of remuneration to Non-Executive Directors

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundPerpetual approval, hence not approved

  3 for1 against
• Ratification of Remuneration to M/s. Jai Prakash & Company, Cost Accountants appointed as Cost Auditors of the Company for the Financial Year 2022-23.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundLow audit fees

  3 for1 against